3\. \*\* Other Closing Assurances. \*\*On the Acceptance Date, Lessor shall have
received:



(a) immediately prior to disbursing the funds pursuant to the pay proceeds
letter, (i) assurances from Aviation Counsel that upon making the filings and
Required Registrations contemplated herein, (A) good title to the Airframe and
the Engines is vested in Lessor, (B) the Airframe, the Engines, and any
Collateral, will be free and clear of all Liens of record with the FAA and the
International Registry (other than Permitted Liens), and (C) Lessor’s Interest
in and against the Airframe, the Engines and any Collateral will be perfected
and have first priority; and (ii) confirmation from (A) Lessee and each such
other party to any Closing Deliverables that immediately upon the disbursement
of the funds being advanced or remitted in connection with Lessor’s purchase
and lease of the Aircraft in accordance with the pay proceeds letter between
Lessor and Lessee, then automatically and without further action, (1) each
Escrow Holder is deemed authorized to complete each of the Closing
Deliverables, (2) all of the Closing Deliverables shall be deemed released
from escrow and (3) all of the Aviation Documents shall be filed and all
Required Registrations shall be made, as contemplated in the Lease and in the
order required by Lessor; and (B) Aviation Counsel, that the professional user
entity for Lessee, and each such other party required to initiate or consent
to all of Required Registrations have so initiated or consented to the same;
and



CTA-2





(Aircraft Lease MSN 42000181)